On November 28, 2016, the new BC Societies Act comes into force.  Beginning as of that date, each of the approximately 27,000 societies in British Columbia will need to transition to the new electronic filing system. 

In Part 1, I set out some of the main reasons why I recommend small businesses with two or more active shareholders have a shareholder agreement. In this note and in Part 3, I will describe some of the more common provisions found in those agreements.

I have received many phone calls over the years along the following lines: “My partner and I are equal shareholders in our business but he has not been pulling his weight lately and I want to get rid of him.  How do I do that?”

In an earlier post, we discussed the potential for joint ownership of software, or any intellectual property for that matter, arising through inadvertence. 

Modern commercial software development is usually a collaborative process, employing the skill and imagination of user experience engineers, software architects, developers and other professionals.

Traditionally, business organizations have been guided by the profit motive, with those profits going to the owners of the organization.  For example, the profits of a partnership belong to the partners and the profits of a corporation belong to the shareholders.

Very often, when I am called in to assist with the sale of a business the parties have already signed a document that sets out many of the terms of sale.  My client might believe that it is just the starting point for negotiations but, more often than not, I have to advise them that the document they signed is a legally binding contract and that any attempt to change the terms could lead to an action for damages.

Anticipating disputes and providing a method to resolve them is one of the critical components of a well-drafted commercial contract.  Absent contractual provisions dealing with dispute resolution, disputes or claims that the parties cannot resolve between themselves usually end up in litigation, which is typically lengthly, disruptive and expensive.

One of the ways that employers try to protect their business is to require employees to sign non-competition or non-solicitation agreements.

Email has become a common, effective and inexpensive method of communication for business and commercial purposes.  A relatively recent development has been the use of disclaimers that are automatically generated by the email software every time a new email is sent and usually appear at the end of the email.

The term "best efforts" often appears in commercial contracts.  For example, a company may agree to use its best efforts to complete a project by a certain date or to accomplish some other goal.

People routinely reach commercial agreements that are not set out in a carefully written contract prepared by a lawyer.  Many times, notes written on the "back of a napkin" are the best evidence of what the parties intended.

Spam, ie. unwanted email, is not only an irritation to most people but it can also be a threat carrying a virus or other malware and as a means for identify theft and fraud. 

Anticipating disputes and providing a method to resolve them is one of the critical components of a well-drafted commercial contract.  Absent contractual provisions dealing with dispute resolution, disputes or claims that the parties cannot resolve between them usually end up in litigation.